Engineering major says proposal not a hostile takeover; Mindtree says cultures of the two firms don’t match
Even as Larsen and Toubro (L&T) on Tuesday tried to play down the nature of its move to take over technology firm Mindtree, promoters of the latter refused to budge from their stand, terming the move hostile, unprecedented, and unexplainable. They maintained that the culture of the two companies are not aligned.
Addressing newspersons on Tuesday, L&T MD & CEO SN Subrahmanyan said what they are trying to do is with pyaar (love) and will continue to look at it as something they are doing from dil (heart).
He was speaking a day after L&T announced that it has entered into a definitive share purchase agreement (SPA) with VG Siddhartha and his related entities — Coffee Day Trading and Coffee Day Enterprises — to acquire 20.32% stake in Mindtree at `980 per share, aggregating to approximately `3,269 crore, and stating their intention to acquire up to 15% of the share capital in on-market purchase and make a further open offer of 31% for `980 a piece respectively, valuing the total transaction at about `10,700 crore.
The deal will be funded through L&T’s balance sheet. In FY18, L&T had a standalone net worth of `49,174 crore and total borrowings (both short and long terms) of `10,561 crore and over `8,500 crore in cash.
Maintaining an accommodative tone, Subrahmanyan said: “Obviously when the promoters/founders over a period of time find that one of the important initial investor or promoter is moving out and wants to place his stakeholding in another house, there are certain emotionalities and trepiditions involved… that’s visible as we see it. But business is business, emotions do play a part, but emotionalities have to be overcome as we go forward.”
However, the promoters and founders of Mindtree —Krishnakumar Natarajan, Subroto Bagchi, Parthasarathy NS and Rostow Ravanan who together hold 13.32% stake in Mindtree, and had on Monday termed the L&T move “attempted hostile takeover bid of Mindtree by Larsen & Toubro a grave threat” to the organisation, reiterated that they will continue to oppose the takeover attempt.
Speaking to newspersons in Bengaluru, Mindtree’s executive chairman Krishnakumar Natarajan put forth five questions to L&T. Among them was: “You are a company with a turnover of `1,20,000 crore, you are 18 times the size of Mindtree. Why can’t you build a great technology business with your resources and capability without disseminating another organisation?”
Mindtree MD & CEO Rustow Ravanan later told analysts over a conference call that while the company is not passing any comments on L&T’s culture, which is an organisation of high repute carrying a rich legacy and heritage, it is just that Mindtree’s value systems and culture are different and that it will not thrive under another organisation. Ravanan is understood to have told analysts that being independent is one of the reasons why the company’s culture thrives and the reason for its success, which they are not prepared to compromise on.
While L&T has said after the completion of acquisition of Mindtree, it will continue to operate as an independent company with no immediate plans of merging it with L&T’s services companies (L&T Infotech and L&T Technology Services), Mindtree promoters seem unwilling to agree to the deal.
Natarajan is said to have told analysts that while L&T maintains that it will keep the company independently run, it has expressed its desire to reach upto 66% shareholding in the company, which indicates that its “words and actions do not match”.
On queries of what Mindtree intends to do to prevent this takeover bid, the management is understood to have told analysts that it has unequivocal support from its institutional investors, which hold nearly 40.2%, as well as all stakeholders including employees, clients and the others.
However, the company management has denied being in talks with any financial or strategic investor at this stage, stating that the stake sale by Siddhartha is a done deal and it is now focused on evaluating options to protect interests of Mindtree, its employees and customers.
Meanwhile, L&T has clearly indicated that Mindtree is a strategic investment for the diversified engineering company to expand its services business portfolio. Subrahmanyan said the two companies have limited client overlap, and the acquisition adds significant scale to L&T group’s hi-tech, CPG, retail and travel verticals. It also significantly enhances digital capabilities and presence in IMS & cloud (Azure, Salesforce, SAP), he said.
Mindtree is a technology consulting and services company that began in 1999. Currently, it has a market capitalisation of `15,485 crore as on Monday.
During FY18, Mindtree’s net profit stood at `570 crore, up 37% from over a year ago, while the revenues at `5,463 crore, were up 4.33% versus FY17. The company’s Ebitda (earnings before interest, tax, depreciation and amortisation) was up 3.34% at `741 crore in FY18.